Kiora Pharmaceuticals Inc美股招股说明书(2026-05-28版)

KIORA PHARMACEUTICALS, INC. 11,797,088 Shares of Common Stock This prospectus relates to the possible resale, from time to time, by the selling stockholders identified in this prospectus ofup to (i) 438,471 shares of our common stock, par value $0.01 per share (the “Common Stock”), initially issued in a privateplacement on April 6, 2026 (the “Private Placement”), (ii) 1,527,710 shares of Common Stock underlying pre-fundedwarrants issued in the Private Placement, (iii) 7,864,726 shares of Common Stock underlying Tranche A-1 common stockpurchase warrants issued in the Private Placement, and (iv) 1,966,181 shares of Common Stock underlying Tranche A-2common stock purchase warrants issued in the Private Placement. The selling stockholders may offer the shares from time to time as each selling stockholder may determine through publicor private transactions or through other means described in the section entitled “Plan of Distribution” or a supplement tothis prospectus. Each selling stockholder may also sell shares under Rule 144 under the Securities Act of 1933, asamended, if available, rather than under this prospectus. The registration of these shares does not necessarily mean that any holders will sell any of their shares or exercise theirwarrants. We are not offering for sale any shares of our Common Stock pursuant to this prospectus. We will not receiveany proceeds from the sale of these shares. We will, however, receive cash proceeds equal to the total exercise priceofwarrantsthat are exercised for cash. Our Common Stock is listed on The Nasdaq Capital Market under the symbol “KPRX.” On May 21, 2026, the closing pricefor our Common Stock, as reported on The Nasdaq Capital Market, was $2.68 per share. Investing in our securities involves a high degree of risk. You should review carefully the risks and uncertaintiesdescribed under the heading “Risk Factors” contained in this prospectus beginning on page7, and under similarheadings in the other documents that are incorporated by reference into this prospectus. Neitherthe Securities and Exchange Commission nor any state securities commission has approved ordisapproved of these securities or determined if this prospectus is truthful or complete. Any representation to thecontrary is a criminal offense. The date of this Prospectus isMay 22, 2026. TABLE OF CONTENTS PageABOUT THIS PROSPECTUS1PROSPECTUS SUMMARY2THE OFFERING6RISK FACTORS7SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS8USE OF PROCEEDS10SELLING STOCKHOLDERS11PLAN OF DISTRIBUTION13DETERMINATION OF OFFERING PRICE14DESCRIPTION OF CAPITAL STOCK14LEGAL MATTERS15EXPERTS15WHERE YOU CAN FIND MORE INFORMATION15INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE16 ABOUT THIS PROSPECTUS This prospectus is part of a registration statement that we have filed with the Securities and Exchange Commission (the“SEC”) pursuant to which the selling stockholders named herein may, from time to time, offer and sell or otherwise disposeof the securities covered by this prospectus. You should not assume that the information contained in this prospectus isaccurate on any date subsequent to the date set forth on the front cover of this prospectus or that any information we haveincorporated by reference is correct on any date subsequent to the date of the document incorporated by reference, eventhough this prospectus is delivered or securities are sold or otherwise disposed of on a later date. It is important for you toread and consider all information contained in this prospectus, including the Information Incorporated by Reference herein,in making your investment decision. You should also read and consider the information in the documents to which wehave referred you under the captions “Where You Can Find More Information” and “Incorporation of Information byReference” in this prospectus. Neither we nor the selling stockholders have authorized any dealer, salesman or other person to give any information or tomake any representation other than those contained or incorporated by reference in this prospectus. You must not relyupon any information or representation not contained or incorporated by reference in this prospectus. This prospectusdoes not constitute an offer to sell or the solicitation of an offer to buy any of our securities other than the securitiescovered hereby, nor does this prospectus constitute an offer to sell or the solicitation of an offer to buy any securities inany jurisdiction to any person to whom it is unlawful to make such offer or solicitation in such jurisdiction. Persons whocome into possession of this prospectus in jurisdictions outside the United States are required to inform themselves about,and to observe, any restrictions as to the offering and the distribution of this prospectus applicable to those jurisdictions. We further note that the representations, warranties and covenants made by us in any agreement that is filed as an exhibitto any document that is incorporated by reference i